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Close or end a business

If you are closing your New York business or if your out-of-state company will no longer conduct business in New York, follow this checklist to comply with New York State tax law.

Ending a business
What to do: Additional information:
Checkbox  File a final business tax return(s) appropriate to your type of business and pay all outstanding taxes and fees. If you need an updated balance of your outstanding liabilities, log in or create an Online Services account.

If you have questions, call the Civil Enforcement Division.
Checkbox  File a final Form NYS-45, Quarterly Combined Withholding, Wage Reporting and Unemployment Insurance Return, if you had employees and have ceased paying wages.

Note: Be sure to provide us with the date you ceased paying wages (line 23), as well as information on whether or not you sold all or part of your business.

Contact the New York State Department of Labor regarding a change in your unemployment insurance. Your final NYS-45 return is due within 30 days of the date you ceased paying wages.
Your final NYS-45 return is due within 30 days of the date you ceased paying wages.

If you have questions, call the Withholding Tax Information Center.
Checkbox  File a final sales tax return if you're registered for sales tax purposes and destroy your Certificate of Authority.

See: TB-ST-265, Filing a Final Sales Tax Return;
TB-ST-25, Amending or Surrendering a Certificate of Authority

If you have questions, call the Sales Tax Information Center

Checkbox  If you plan to sell or transfer the assets of your business, give each prospective buyer a copy of Form TP-153, Notice to Prospective Purchasers of a Business or Business Assets. This document advises buyers of the requirement to notify us of the purchase.
Checkbox  If you have a Certificate of Registration or any other license or certificate, surrender these documents.  
Checkbox  Corporations:

For tax periods beginning on or after January 1, 2006, you must:
  • file all outstanding returns (including a final return, which you must mark "final"), and
  • pay all unpaid taxes.

The Tax Department will issue its consent to the voluntary dissolution of your New York corporation. If you are an out-of-state corporation registered with New York Department of State, the Tax Department will consent to the surrender of your authority to do business in New York. 

For tax periods ending on or before December 31, 2005, call the Tax Department's Corporate Dissolution Unit.

  • The Tax Department will provide or request additional information for these tax periods.
  • The New York City Department of Finance has a separate consent requirement for any corporation that has done business or incurred City tax liability. See their Request for Dissolution form.

If you are a corporation that wishes to dissolve prior to the close of a tax year that, for federal income tax purposes, begins on or after January 1, 2015, and before December 31, 2015, see the Corporate dissolutions section of TSB-M-15(2)C, Transitional Filing Provisions for Taxpayers Affected By Corporate Tax Reform Legislation. You must file your return on the proper year’s form. The TSB-M explains what to do if the form is not yet available. When a form is available for the tax year in which you are trying to dissolve, you must use that tax year’s form.

New York corporations:
TR-125, Voluntary Dissolution of a New York Corporation
Not-for-profit corporations:
Voluntary dissolution of New York State not-for-profit corporations
Out-of-state corporations:
TR-199, Surrender of Authority – Foreign corporations

If you have questions, call the Corporation Tax Information Center.
Visit the New York State Department of State Web site for additional information.
Checkbox  If your business owns or leases real property, you should determine if you owe real estate transfer tax. See Form TP-584, New York State Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate. This tax is due upon the direct transfer of the property or a transfer or acquisition of a controlling interest in a business.
Checkbox  Finally, go visit the IRS Closing a business page.